Maryland Foreign LLC Registration & Certificate of Authority Guide

1. What is Maryland Foreign LLC Registration?

In Maryland, the term “foreign LLC” does not refer to an international business. It describes a limited liability company that was legally formed outside the State of Maryland—either in another U.S. state or a foreign country—and now wishes to legally conduct business activities within Maryland.

Completing Maryland foreign LLC registration allows your existing LLC to obtain legal authority to transact business in Maryland. This authorization is granted by the Maryland State Department of Assessments and Taxation (SDAT) after approval of the Foreign Limited Liability Company Application for Registration, commonly referred to as a Certificate of Authority.

2. When is Maryland foreign LLC registration required?

Maryland requires a foreign LLC to register if the company is considered to be transacting business in Maryland. While Maryland statutes do not provide a single, all-inclusive definition, the following ongoing activities generally trigger the registration requirement:

• Maintaining an office, warehouse, storefront, or other physical business location in Maryland
• Hiring employees or regularly engaging contractors who perform work in Maryland
• Providing services or performing projects physically within Maryland on a recurring basis
• Owning, leasing, or operating income-producing real property in Maryland

Activities that usually do NOT require registration

Certain limited activities are typically exempt from Maryland foreign LLC registration. These may include maintaining a bank account, holding internal company meetings, conducting isolated or one-time transactions, or selling goods through independent distributors. If your LLC establishes a physical or economic presence in Maryland, registration is strongly recommended.

3. Maryland foreign LLC registration requirements

Before submitting your application, ensure the following information and documents are available and accurate:

1. Exact legal LLC name as registered in the formation jurisdiction
2. State or country of formation and original formation date
3. Maryland Registered Agent with a physical street address in Maryland
4. Principal office address and mailing address
5. Business purpose (general lawful purpose statements are accepted)
6. Date business activity began or will begin in Maryland
7. Certificate of Good Standing issued by the formation jurisdiction

Maryland foreign LLC registration authorizes an existing LLC to conduct business within the state while remaining governed by the laws of its original formation.

4. Maryland foreign LLC name rules

Maryland does not require a separate name reservation before filing a foreign LLC application. However, your LLC name must comply with Maryland naming laws and be distinguishable from other business entities registered with the Maryland State Department of Assessments and Taxation (SDAT).

1. Must include LLC, L.L.C., or “Limited Liability Company”
2. Must be distinguishable from existing Maryland business names on record
3. May not include restricted words unless proper authorization is obtained (such as “bank,” “trust,” or “insurance”)
4. If the legal name is unavailable, the LLC must adopt and register an Maryland assumed business name

5. Maryland Registered Agent requirements

Every foreign LLC registered in Maryland must continuously maintain a Registered Agent within the state. The registered agent serves as the official point of contact for:

• Service of process, including lawsuits and legal notices
• Official correspondence from the Maryland State Department of Assessments and Taxation (SDAT)
• Compliance-related notices and filing reminders

Who can serve as a Maryland Registered Agent?

1. An individual who resides in Maryland with a physical street address (P.O. Boxes are not permitted)
2. A business entity authorized to provide registered agent services in Maryland

Why many foreign LLCs choose a professional Registered Agent

1. Helps keep personal addresses off public state records
2. Ensures availability during standard business hours
3. Reduces the risk of missed legal or compliance notices
4. Provides continuity when owners or managers are located outside Maryland

6. How to register a foreign LLC in Maryland (step-by-step)

Step 1: Confirm your LLC is active and in good standing

Before filing for Maryland foreign LLC registration, your LLC must be active and in good standing in its formation jurisdiction. Maryland will not approve registration for an LLC that is administratively dissolved or not compliant in its home state.

Step 2: Obtain a Certificate of Good Standing from your home state

Maryland requires a valid Certificate of Good Standing (also known as a Certificate of Existence or Certificate of Status) issued by the LLC’s formation jurisdiction. The certificate must generally be dated within 60 days of filing the Maryland application.

Step 3: Appoint a Maryland Registered Agent

Your foreign LLC must designate a registered agent with a physical street address in Maryland. The registered agent must be available during normal business hours to accept legal documents and official state notices.

Step 4: File the Foreign LLC Application for Registration

Submit the Foreign Limited Liability Company Application for Registration with the Maryland State Department of Assessments and Taxation (SDAT). Approval of this filing grants your LLC authority to transact business within Maryland.

• Enter the LLC’s legal name exactly as registered in the home jurisdiction
• List the state or country of formation and original formation date
• Attach a current Certificate of Good Standing
• Provide the principal office and mailing address
• Identify the Maryland registered agent and registered office address
• State the date business activity began or will begin in Maryland

Maryland filing fee: $150 for foreign LLC registration (online and paper filings are accepted).

Step 5: Receive approval and authority to operate

Once approved, the Maryland State Department of Assessments and Taxation (SDAT) issues confirmation granting your LLC authority to conduct business in Maryland. Processing times vary, but online filings are typically approved faster than mailed submissions. Approval documents should be retained for banking, licensing, and compliance purposes.

7. After approval: Maryland taxes, licenses, and banking

A) Maryland state taxes

Once registered, a foreign LLC operating in Maryland is subject to applicable Maryland tax obligations based on its business activity and federal tax classification. Common tax responsibilities may include:

• Maryland adjusted gross income tax or pass-through reporting for LLCs taxed as partnerships or disregarded entities
• Maryland corporate income tax if the LLC elects to be taxed as a corporation
• Sales and use tax if the LLC sells taxable goods or services within Maryland
• Employer withholding tax if the LLC has employees working in Maryland

B) Local business licenses and permits

Maryland does not issue a general statewide business license. However, foreign LLCs may be required to obtain local permits or licenses at the city or county level depending on business location and industry. Regulated activities such as construction, professional services, food service, or transportation often require additional approvals.

C) EIN and banking

Registering as a foreign LLC in Maryland does not create a new legal entity. Most foreign LLCs continue using their existing Employer Identification Number (EIN) issued by the Internal Revenue Service. Maryland registration does not require applying for a new EIN.

Financial institutions may still request the following when opening or maintaining accounts tied to Maryland operations:

• Maryland foreign LLC approval documentation
• Certificate of Authority issued by the Maryland State Department of Assessments and Taxation (SDAT)
• LLC Operating Agreement
• EIN confirmation letter from the IRS (EIN resource)
• Identification for members or managers

8. Maryland foreign LLC fees & ongoing costs

• Foreign LLC Application for Registration: $150 Maryland State Department of Assessments and Taxation (SDAT) filing fee
• Certificate of Good Standing (home jurisdiction): Cost varies depending on the formation state or country
• Maryland Registered Agent service: typically $100–$300 per year
• Maryland Business Entity Report: $75 filing fee
• Local licenses and permits: cost varies by city, county, and regulated activity

9. Maryland foreign LLC compliance tips

• Maintain an active Maryland registered agent at all times
• File the Maryland Business Entity Report every two years by the assigned due date
• Keep the LLC in good standing in its formation jurisdiction
• Monitor Maryland tax registrations and filing obligations
• Retain copies of registration approvals, tax filings, and compliance documents in an organized system

10. Conclusion

Maryland foreign LLC registration enables an existing LLC to lawfully expand and operate within Maryland while continuing to be governed by the laws of its original formation jurisdiction. By appointing a registered agent, filing the required application, and meeting ongoing reporting and tax obligations, foreign LLCs can operate in Maryland with legal certainty.

With FormLLC, founders receive structured guidance, jurisdiction-specific clarity, and compliance-focused support to complete Maryland foreign LLC registration correctly and maintain good standing long term.